“Explore the essential Format of Board Report for Listed Companies, covering financial highlights, management analysis, dividend recommendations, director responsibilities, audit reports, and more. Ensure compliance with regulatory stipulations and sectoral regulations. Download the sample director’s report for a comprehensive guide.”
Every company is required to give board report at the end of FY in addition to Financial statement covering all the aspects related to the financial and non-financial information, board report should include matters prescribed u/s 134 and also disclose all the material information which may have bearing on the performance or going concern state of the company ,additionally listed companies has to provide more disclosure as prescribed under SEBI listing regulations.
Here is a draft format of board report of Listed company, please note regulatory stipulations and sectoral regulations may prescribe more disclosure in the board report.
SAMPLE DIRECTOR’S REPORT
To,
The Members
[Name of Company]
Your directors have great pleasure in presenting the [ No. of Board Report] along with Audited Statement of Accounts and the Auditor’s Report of the company for the financial year ended 31st March 20XX.
Financial Summary
The company sustained a good performance/financial loss during the FY 20XX-XX. The key highlights of the financial performance/losses, as stated in the audited financial statements, along with the corresponding performance for the previous year are as under
|
Particulars |
Year ended 31st March 20XX | Year ended 31st March 20XX |
| Total Income / Revenue from Operations | ||
| Other Income | ||
| Less- Operating Expenses | ||
| Gross Earning | ||
| Depreciation | ||
| Interest Cost / Finance Cost | ||
| Earning Before Taxes | ||
| Less – Taxes | ||
| Less – Provision for Taxes | ||
| Profit After Taxes | ||
| Less – Adjustment for OCI | ||
| Less – Transfer to Reserves | ||
| Retained Earnings* for Year | ||
| Retained Earnings *B.F from PY | ||
| Total Retained Earning* C.F |
- Including Other Comprehensive Income
State of Company Affairs & Change in Business
There is no change in company affairs or business by the company during the period under review.
If there is a change – During the period under review company has changed the business objective by passing the special resolution to diversify the business activities which were untapped by the company before, or the company has changed the status from public company to private company because of better utilization of funds and control over the affairs by passing special resolution and getting approval from ROC, [Name Of Approving ROC].
Management Discussion and Analysis Report
The management discussion & analysis report is enclosed as Annexure to this Report .
Dividend
Your directors have pleasure in Recommending Dividend of [ Rate] (i.e., In Paise/Rs.) Per Equity share
The proposed dividend of [Rate] if approved, in the upcoming Annual General Meeting would result in pay out of Rs.
If Not Declared – Your director has assessed the ongoing financial condition of company or keeping the growth prospect of the business, board has decided not to recommend any dividend for period under review and internal accrual will be part of retained earnings.
Transfer To Reserve
The company has created Statutory Reserve under section 45IC of RBI act and Transferred Rs.(In case of NBFC)
The company has voluntarily transferred Rs. [ ] to the Reserve.
The Material changes and commitments affecting financial position between the end of FY and date of the Report.
There is no material changes and commitments affecting the financial position of the company during the period under review .
Meeting of The Board of Directors
During the Financial Year under review ,the board of directors of the company met [ ] times to transact the business of company in accordance with the provision of the Act and rules made thereunder and the dates on which they met during the year under review are as under :
| S. No. | Date of the board meeting |
–
| S. No. | Name of Directors | Number of Meetings Attended |
Meeting of the Board Committees
During the Year under Review below committee meeting were held on periodical basis
| S. No. | Committee Meeting | April | May | June | July | Aug | Sep | Oct | Nov | Dec | Jan | Feb | March |
| 1 | Nomination Remuneration Committee | ||||||||||||
| 2 | Risk Management Committee | ||||||||||||
| 3 | Stakeholder Relationship Committee | ||||||||||||
| 4 | Audit Committee | ||||||||||||
| 5 | CSR Committee | ||||||||||||
| 6 | IT Committee | ||||||||||||
| 7 | Any Other Committee |
Director’s Responsibility Statement
The director confirms that :
1. In the preparation of annual accounts for the Year ended 31st March 20XX , the applicable accounting standards have been followed along with proper explanation relating to material
2. The directors had selected such accounting policies and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March 20XX and the Profit and loss for that period .
3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the companies act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts for the year ended 31st March 20XX on a going concern basis .
5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Directors and KMP
During the year under review below were the changes related to directors and KMP :
| S. No. | Name | Designation | Date of Appt/ Resign | Status of Change /No Change | Remarks, If any |
Credit Rating (If any)
During the year under review , Rating agencies issued ratings to [Name of company] as under :
| Rating Agency | Rating | Nature of Securities | Date of Rating | Amount (Rs. Lakhs) |
| Commercial Papers / Bank Loans/ NCDs |
Particulars of the Employees Under Companies ( Appointment and Remuneration of Managerial Personnel Rules), 2014
Statement of employees drawing salary of more than 1 Crore if employed throughout the financial year and Rs. 8.50 Lacs per month if employed for the part of the year is mentioned in Annexure to annual return attached to the director report .
Extract of Annual Return ( Discontinued from FY 21-22) Web Link For MGT-7 ( Draft and then Final ), If co has website else Not Required.
Particulars Of Loan , Guarantees or Investments
Deposits Under Chapter V of Companies Act 2013
Apart from exempted deposit company has not accepted any deposit covered under Chapter V of Companies Act.
DISCLOURE UNDER 197(12) of the companies act, 2013 & other disclosure as per Rule 5 of the companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
The disclosure as required under section 197(12) of the companies act , 2013 read with companies (Appointment and remuneration of managerial personnel) rules , 2014 forms part of this report and details are mentioned below.
Details under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules ,2014
- The Ratio of remuneration of each director to median remuneration of the employees of the company for the financial year is given as per Annexure [Write Annexure No]
- The percentage increase in remuneration of Managing Director is (%) and CFO is (%)
- The percentage increase in median remuneration of employees in the financial year is (%)
- The number of permanent employees on the rolls of the company as on 31st March 20XX is .
- Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration – The increase in managerial remuneration is higher due to additional (Mention Reason).
- Its hereby confirmed that remuneration paid to Directors and KMPs is as per the Remuneration Policy of the company .
Details under Rule 5(2) of Companies (Appointment and Remuneration of managerial personnel) Rules, 2014
If any employee has been paid remuneration in excess of 1 Crore
Particulars of Contract and Arrangements with Related Parties referred to in Sub Section (1) of Section 188
All Contracts/ arrangements / transactions entered by the company during the financial year with related parties ( Refer Note ) were in ordinary course of business and on arms’ length basis. The particulars of the material transactions as prescribed in FORM AOC-2 of The Companies (Accounts) Rules, 2014 has been included as Annexure to this Board Report.
Furthermore, the company’s related party policy has been annexed in Annexure to this Board Report.
Or available at following web link – URL
Subsidiary Company
The company does not have any subsidiary company . Hence, additional disclosures are not applicable.
Details of conservation of energy, technology absorption, foreign exchange, and outgo
1. Conservation of Energy :
The company‘s business is not energy intensive . Company believes in prudent use of the scarce precious resources and is supportive of the energy mechanism.
| (i) | The steps taken or impact on conservation of energy. | Not Applicable |
| (ii) | The steps taken by the company for utilizing alternate source of energy. | Not Applicable |
| (iii) | The capital investment on energy conservation equipment. | Not Applicable |
2. Technology Absorption :
The Company has not incurred any expenditure towards research & development activities . Also, the company has not laid any future plan or action towards R&D.
|
(i) |
The efforts made towards technology absorption | Not Applicable |
| (ii) | The benefits derived like product improvement, cost reduction , product development , or import substitution | Not Applicable |
| (iii) | In case of imported technology ( imported during last three years reckoned from the beginning of the financial year )-
a) The detail of technology imported. |
|
| b) The Year of Import | ||
| c) Whether technology has been fully absorbed
If not fully absorbed , areas where |
||
| d) absorption has not taken place, and the reason thereof | ||
| (iv) |
The expenditure incurred on Research and Development |
Foreign Exchange Earning & Outgo :
During the Year Under Review company has not expend or incurred any foreign currency gain or loss.
Or During Year Under Review Company incurred Rs. ( ) as expenditure in foreign currency and earned Rs. ( ) in foreign currency. Further interest expenses on ECB for FY ( ) amount to Rs. ( ) Lacs
Risk Management Policy of The Company
Web link if any) where such policy is available.
Or brief about the policy.
CSR Policy
If applicable , Provide Annual Report on CSR to the Company .
Auditors and Its Report
company has appointed [Name of Auditor / Audit Firm with Reg No.] as the statutory auditor of the company at the AGM of the company held on [Date] for a period of [ ] subject to any [Relevant Sectoral Regulation] . Auditors have confirmed that they are not disqualified and confirmed their eligibility and willingness to be appointed as a statutory auditor till ensuing general meeting .
Qualifications , Reservations or Adverse Remarks or Disclaimer , if any :
There were no qualifications, reservations or adverse remarks provided by the statutory auditors in its report for the year ended 31st March 2023 .
Secretarial Auditor Report
Provision of Section 204 read with Section 134(3) of the Act , mandates to obtain secretarial Audit Report from PCS . [NAME OF PCS – FRN /Membership No.] had been appointed for the FY XX-XX to carry on the Secretarial Audit and Provide a Secretarial Audit Report for the FY.
Secretarial Audit report issued by the [Name Of PCS Firm ] issued in the Form MR -3 ,which forms part of this report .
There were no qualifications , reservation , or adverse remarks provided by the Secretarial auditor in its report for the year ended 31st March 20XX .
Cost Records :
Maintenance of cost records specified by the Central Government under section 148(1) of the companies act ,2013 is not required as the company does not fall under the ambit of prescribed class of companies who are required to make and maintain cost records.
Significant or Material order passed by the Registrar :
During the year under review , there were no significant orders passed by the regulators or courts or tribunals impacting the going concern status of the company and its operations in future.
Adequacy Of Internal Financial Controls with Reference to Financial Statements :
The company has in place robust internal financial controls. Company has internal Audit conducted during the year to assess efficacy of control mechanism in its financial transactions.
Additionally, IT, Risk and Compliance audits are undertaken periodically to ensure effective monitoring. During the year under Review there were no material reportable observations causing financial loss . Events indicating breach of ‘ Risk or Compliances ‘ of the company policies or guidelines has been discussed and acted upon.
Vigil Mechanism :
The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the company encourages the employees to voice their genuine concerns without fear of censure, therefore company’s ultimate holding company has built in and set up the Vigil Mechanism Policy applicable to all the group companies, associate companies, subsidiaries across the globe , according to which all the directors, employees of the company including third party, are eligible to make disclosures under the mechanism in relation to the matter concerning the company.
Web Link of Policy :
Annual Evaluation of Directors , its Committees and Board :
The formal annual evaluation of the performance of the board and that of its committees has been carried out through a structured evaluation process covering various aspects of the board’s functioning such as the Board structure & composition, effectiveness of the Board process, information flow & functioning , quality of relationship between the board and the Management, establishment, and delineation of the responsibilities to Committees etc.
The performance of Individual Directors was evaluated on parameters such as professional conduct , performance of duties , role and functions , contribution to the Board / Committee etc. by self – evaluation process . The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committee with the company .
Policy On Prevention, Prohibition and Redressal of sexual harassment at workplace
Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and rules framed thereunder. Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders , as they are considered as integral and Important part of the Organization.
An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of the company .
The following is the summary of sexual harassments complaints received and disposed off during the financial year ended March 31, 2023.
- No Of Complaints Received – Nil
- No Of Complaints disposed off – Nil
- No Of Cases Pending for more than 90 Days – Nil
- No Of Workshops of awareness program against sexual harassment carried out :
Mention Any Training Program conducted during year under review
- Nature of action taken by the employer or district officer ; Nil.
Acknowledgement
The Director would like to place on record its gratitude for valuable guidance and support received from RBI, Central & State Govt. departments /agencies, bankers and wish to convey its appreciation to customers ,dealers , vendors , and all other business associates for their continuing support during the year. The Directors would also like to express their appreciation of the commitment and dedication of employees for their significant contribution during the year.
For and On Behalf of the Board of Directors
Name Of Director
Designation – Chairman
If company don’t have chairman, then sign by 2 Directors if there is MD then one should be MD who will sign the Board Report and Annexure(s).
Enclosure.
- Management Discussion and analysis report
- Ratio of Remuneration of each director for FY
- AOC-2
- Annual Report on CSR activities
- MR- 3 Secretarial Audit Report*
Author Bio
